Intra-Cellular Therapies progresses in Johnson & Johnson merger

Intra-Cellular Therapies (NASDAQ:ITCI), Inc. has moved one step closer to becoming a wholly owned subsidiary of Johnson & Johnson, following the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The waiting period, a regulatory step required for certain large mergers and acquisitions, expired on February 26, 2025, at 11:59 p.m. Eastern Time, satisfying one of the conditions necessary for the merger’s completion.

The merger, initially announced on January 10, 2025, involves Johnson & Johnson and its subsidiary, Fleming Merger Sub, Inc., and is subject to other customary closing conditions. These include the adoption of the Merger Agreement and approval of the merger by the affirmative vote of the majority of Intra-Cellular Therapies’ outstanding shares.

The company has scheduled a special meeting of stockholders for March 27, 2025, to vote on the adoption of the Merger Agreement and approval of the merger. This follows the filing of the definitive proxy statement with the Securities and Exchange Commission (SEC) on February 18, 2025, which was subsequently mailed to stockholders of record as of February 13, 2025.

The SEC filing also includes statements that may be considered forward-looking, cautioning that the transaction’s anticipated benefits and timing are subject to risks, uncertainties, and other factors that could influence the actual outcomes. Such factors include the satisfaction of the remaining conditions for the merger’s completion, potential litigation related to the transaction, and the impact on Intra-Cellular Therapies’ business operations and relationships.

Stockholders of Intra-Cellular Therapies can access the definitive proxy statement and other relevant documents filed with the SEC, which provide more detailed information about the proposed acquisition, free of charge on the SEC’s website or through contact with the company. For investors seeking comprehensive analysis of ITCI’s financial position and merger implications, InvestingPro offers an extensive research report with detailed metrics, expert insights, and valuation analysis among its 14+ ProTips for this stock.

This news is based on a press release statement and should be considered in the context of the risks and uncertainties outlined by the company, including those detailed in its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The anticipated merger remains subject to the approval of Intra-Cellular Therapies’ stockholders and the satisfaction of other remaining closing conditions.

In other recent news, Intra-Cellular Therapies has been the focus of significant developments following its acquisition announcement by Johnson & Johnson. The acquisition, valued at approximately $14.6 billion or $132 per share, is expected to close in the second quarter of 2025, subject to regulatory approval. Mizuho (NYSE:MFG) Securities, Canaccord Genuity, RBC Capital Markets, and Piper Sandler have all downgraded Intra-Cellular’s stock rating in light of the acquisition, adjusting their price targets to align with the acquisition price of $132. These adjustments reflect the anticipated alignment of the stock with the acquisition terms.

Mizuho highlighted potential regulatory issues but does not foresee substantial barriers to the deal’s completion. Canaccord Genuity noted the strategic fit of Intra-Cellular’s neuropsychiatry products within Johnson & Johnson’s portfolio, particularly emphasizing the potential for Caplyta, a treatment for bipolar depression and schizophrenia. RBC Capital Markets pointed to the strong commercial performance of Caplyta and the expected label expansion to include major depressive disorder. Piper Sandler remarked on the 39% premium offered over Intra-Cellular’s previous stock price, highlighting the acquisition’s significance.

Additionally, S&P Global Ratings placed Johnson & Johnson’s ’AAA’ credit rating on CreditWatch Negative due to increased leverage from the acquisition. Despite this, projections suggest that Johnson & Johnson will manage its leverage effectively in the coming years. The acquisition is seen as a strategic move to enhance Johnson & Johnson’s neuroscience franchise, integrating Intra-Cellular’s expertise and product pipeline into its portfolio.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.